AMENDMENT NO. 4 TO MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

AMENDMENT NO. 4
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS

     This Amendment dated as of April 30, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Growth Series, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).

W I T N E S S E T H:

     WHEREAS, AIM Growth Series is now named AIM Growth Series (Invesco Growth Series); and

     WHEREAS, the following Funds have been renamed:

CURRENT NAME		NEW NAME
AIM Balanced-Risk Retirement Now Fund		Invesco Balanced-Risk Retirement Now Fund
AIM Balanced-Risk Retirement 2010 Fund		Invesco Balanced-Risk Retirement 2010 Fund
AIM Balanced-Risk Retirement 2020 Fund		Invesco Balanced-Risk Retirement 2020 Fund
AIM Balanced-Risk Retirement 2030 Fund		Invesco Balanced-Risk Retirement 2030 Fund
AIM Balanced-Risk Retirement 2040 Fund		Invesco Balanced-Risk Retirement 2040 Fund
AIM Balanced-Risk Retirement 2050 Fund		Invesco Balanced-Risk Retirement 2050 Fund
AIM Basic Value Fund		Invesco Basic Value Fund
AIM Conservative Allocation Fund		Invesco Conservative Allocation Fund
AIM Global Equity Fund		Invesco Global Equity Fund
AIM Growth Allocation Fund		Invesco Growth Allocation Fund
AIM Income Allocation Fund		Invesco Income Allocation Fund
AIM International Allocation Fund		Invesco International Allocation Fund
AIM Mid Cap Core Equity Fund		Invesco Mid Cap Core Equity Fund
AIM Moderate Allocation Fund		Invesco Moderate Allocation Fund
AIM Moderate Growth Allocation Fund		Invesco Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund		Invesco Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund		Invesco Small Cap Growth Fund;

     NOW, THEREFORE, the parties agree that;

	1.		All references to AIM Growth Series in the Contract are hereby deleted and replaced with AIM Growth Series (Invesco Growth Series).
	2.		Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:

"EXHIBIT A

Funds

Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Basic Value Fund
Invesco Conservative Allocation Fund
Invesco Global Equity Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Moderate Growth Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Xxx Xxxxxx Asset Allocation Conservative Fund
Invesco Xxx Xxxxxx Asset Allocation Growth Fund
Invesco Xxx Xxxxxx Asset Allocation Moderate Fund
Invesco Xxx Xxxxxx Harbor Fund
Invesco Xxx Xxxxxx Leaders Fund
Invesco Xxx Xxxxxx Real Estate Securities Fund
Invesco Xxx Xxxxxx U.S. Mortgage Fund”

2. All other terms and provisions of the Contract not amended shall remain in full force and effect.

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     IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their officers designated as of the day and year first above written.

	INVESCO ADVISERS, INC. Adviser
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Senior Vice President

3

	INVESCO TRIMARK LTD. Sub-Adviser
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Senior Vice President, Legal and Secretary
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President, Compliance & Chief Compliance Officer

4

	INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH Sub-Adviser
	By:	/s/ K.G. Bayer
		Name:	K.G. Bayer
		Title:	Managing Director
	By:	/s/ Jens Langewand
		Name:	Jens Langewand
		Title:	Director

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	INVESCO ASSET MANAGEMENT LIMITED Sub-Adviser
	By:	/s/ Xxxxxxxx Xxxxx
		Name:	Xxxxxxxx Xxxxx
		Title:	Head of Legal for UK & Ireland

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	INVESCO ASSET MANAGEMENT (JAPAN) LTD. Sub-Adviser
	By:	/s/ Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxx
		Title:	Managing Director

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	INVESCO AUSTRALIA LIMITED Sub-Adviser
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Director
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Head of Legal

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	INVESCO HONG KONG LIMITED Sub-Adviser
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxx
		Name:	Xxxxxx Xxx
		Title:	Director

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	INVESCO SENIOR SECURED MANAGEMENT, INC. Sub-Adviser
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Secretary and General Counsel

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